Document/Exhibit Description Pages Size
1: 10-K Annual Report 111 469K
2: EX-10.10 2005 Pay-For-Performance Deferral Program Guide 27 91K
3: EX-10.37 Description of Base Salaries 1 8K
4: EX-12 Computation in Support of Ratio of Earnings 1 8K
5: EX-13 Portions of 2004 Annual Report 165± 748K
6: EX-21 Subsidiaries 8 40K
7: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2 11K
8: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2 11K
9: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 9K
EX-10.10 — 2005 Pay-For-Performance Deferral Program Guide
Exhibit Table of Contents
EXHIBIT 10.10
2005 Pay-For-Performance
Deferral Program Guide
[LOGO OF AMERICAN EXPRESS COMPANY]
Table of Contents
[Download Table]
Page
2005 Pay-for-Performance Deferral Guide 2 - 13
Introduction 2
Payout Provisions 7
Additional Details on Initial Deferred Amount 11
Impact of Transfer on Initial Deferred Amount/Effect of 12
Deferred Amounts on Pension Calculations
Impact of Deferral on U.S. Section 401(k) Plans
and Other Benefit Plans 13
Appendix -- Deferral Election Forms 14 - 25
Worksheet for 2005 Pay-for-Performance
Deferral Program (required for any deferral request) 16
Election Form for 2005 Annual Incentive Award (otherwise 18
payable on or about February 2006)
Election Form for 2005 Base Salary (otherwise payable in 2005) 20
Election Form for PG-XVI Award Granted 22
(otherwise payable on or about February 2008)
Comprehensive Designation of Beneficiary Form (optional 24
for any deferral request)
American Express Company
2005 PAY-FOR-PERFORMANCE
DEFERRAL PROGRAM GUIDE
These are the basic guidelines of the Compensation and Benefits Committee of
the Board of Directors of American Express Company (the "Committee")
concerning requests for deferred payment of:
- any cash awards related to the 2005 performance year ("2005 Annual
Incentive Award") otherwise payable on or about February 2006, under the
American Express Annual Incentive Award Plan or any successor plan or
plans ("Incentive Plan") (a),
- 2005 base salary otherwise payable in 2005 under the applicable AXP
Salary Deferral Plan or IDS Current Service Deferred Compensation Plan,
or any successor plan or plans ("Deferral Plan"), and
- any eventual payout under the Portfolio Grant-XVI Award granted on or
about 2005 and otherwise payable on or about February 2008 ("PG-XVI
Award") under the American Express 1998 Incentive Compensation Plan (the
"1998 Plan").(b)
A deferral of your 2005 Annual Incentive Award, 2005 base salary and/or PG-XVI
Award is part of the 2005 Pay-for-Performance Deferral Program (the
"Program").
Interest equivalents to be credited under the ROE formula rate have
substantially changed for the 2005 Program as compared to prior years so that
crediting amounts may be substantially less than under prior programs.
Congress has passed new legislation (known as the American Jobs Creation Act
of 2004 (the "AJCA")), generally effective in 2005, which makes significant
changes to the area of nonqualified deferred compensation. Any terms and
features of, and rights and benefits under, the 2005 Pay-for-Performance
Deferral Program Guide and your deferral election may be interpreted, modified
or terminated by the Committee in its sole discretion in any manner and at any
time without your prior consent or notice (including, but not limited to,
deferring the payment date and alignment with legislative and regulatory
developments) provided that such interpretation, modification or termination
shall not cause deferred amounts to fail to meet the requirement for favorable
tax treatment pursuant to the AJCA, applicable regulations thereunder, and
other IRS guidance.
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(a) The Committee may include other incentive programs or awards in its sole
discretion. Such other arrangements will be included in the "2005 Award"
and "Incentive Plan" references in this Guide.
(b) Also applies to any Performance Grant as determined by the Committee.
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Eligible employees will be notified about the Program. Generally, you are
eligible if you are an "active" (as defined) senior level employee (band 50 or
above) who participates in the applicable Incentive Plan and: (i) is subject
to U.S. income taxes, or (ii) is designated by the Company as an eligible U.S.
Dollar-Paid Expatriate who is a U.S. Citizen or U.S. Greencard holder. You may
request deferred payment of a 2005 Award, 2005 base salary and/or PG Award
subject to the provisions of this Guide, the applicable Incentive Plan, the
applicable Deferral Plan and the 1998 Plan.
You must be an "active" employee (i.e., providing services to the Company or
an approved subsidiary) on December 31, 2004 and the remainder of 2005 to
participate in the 2005 Program. Employees who become newly eligible during
2005 may request deferred payment of eligible compensation if they make their
request to defer no later than 30 days after their first day of eligibility
(e.g., date of employment for new hires). If your employee status changes to
"inactive" during the year for any reason including but not limited to
severance payments or your employment terminates (for any reason, including
retirement, disability or death), all deferral elections become immediately
void except for any deferral amounts already credited.
If you elect to defer a portion of your base salary and your employee status
changes to "inactive" (as described above) during the year, your bi-weekly
base salary deductions will be discontinued and previous deductions will be
credited to your account. In the case of a leave of absence, the bi-weekly
base salary deductions in effect prior to the leave will resume when you
return from leave to "active" status. Your initial deferral amount for the
purposes of the 2005 Program, therefore, will be reduced.
MODIFICATION OR TERMINATION
OF DEFERRAL
Any terms and features of, and benefits and rights under, the 2005
Pay-for-Performance Deferral Program Guide and your deferral election may be
interpreted, modified or terminated by the Committee in its sole discretion in
any manner and at any time without your prior consent or notice (including,
but not limited to, alignment with legislative and regulatory developments)
provided that such interpretation, modification or termination shall not cause
deferred amounts to fail to meet the requirement for favorable tax treatment
pursuant to the AJCA, applicable regulations thereunder, and other IRS
guidance. The ROE Formula Rate applied to your deferred balance may be
changed, prospectively or retroactively, in the sole discretion of the
Committee without your prior consent or notice.
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TIMING OF REQUEST
Your request for deferral must be received as indicated in the deferral form
on or before Friday, December 31, 2004 and is irrevocable when made (see
applicable form in the Appendix). If the deferral form is not received by this
date, the deferral election will not be effective. However, employees who
become newly eligible during 2005 may request deferred payment of eligible
compensation if they make their request to defer no later than 30 days after
their first day of eligibility (e.g., date of employment for a new hire).
INITIAL DEFERRED AMOUNT
You can request to defer from one or more of the following sources provided
you defer a minimum of $5,000 from each source you select:
- any 2005 Annual Incentive Award that would otherwise be payable for
2005 performance (e.g., otherwise payable on or about February 2006 or
possibly payable in whole or in part earlier if the Committee, in its
discretion, so decides),
- 2005 base salary, and/or
- PG-XVI Award otherwise payable on or about February 2008.
The combined amounts that you elect to defer from your 2005 Annual Incentive
Award, 2005 base salary and/or PG-XVI Award is the "Initial Deferred Amount."
The maximum total amount which you may elect to defer from your 2005 Annual
Incentive Award, 2005 base salary and/or PG-XVI award combined is 100% of your
annual base salary as of the later of December 31, 2004 or date of employment
for a new hire.
Important additional details on the "Initial Deferred Amount" are shown on
pages 11 and 12.
-4-
PERIOD OF DEFERRAL
You may request that payment(s) be deferred until one of the following (see
also section on "Payout Provisions" on page 7):
- a specific date, at least five years from date of deferral (i.e.,
February 1, 2011 for base salary and Annual Incentive Award deferrals;
February 1, 2013 for PG-XVI deferrals) or later; or
- your retirement*, or
- a specified date after your retirement (but not later than 10 years
after retirement)*.
Your payment request is subject to the conditions described in this Guide.
DEFERRAL BOOKKEEPING ACCOUNT
A bookkeeping account will be established and maintained (for purposes of this
Guide the "Deferral Bookkeeping Account") in your name and will initially be
credited with your Initial Deferred Amount as of the applicable date (i.e.,
when amount would otherwise have been paid). "Interest" equivalents will be
accrued on the Initial Deferred Amount and thereafter on the deferred balance
in the account, as adjusted annually.
"INTEREST" EQUIVALENTS ON DEFERRED AMOUNT
The deferred balance is "credited" or "debited" with "interest" equivalents
based on a schedule established by the Committee (the "ROE Formula Rate"),
which is based on the Company's annual return on equity ("ROE"), as reported,
subject to adjustment for major accounting changes as determined by the
Committee in its sole discretion (see schedule on following page). The ROE
Formula Rate applied to your deferred balance may be changed, prospectively or
retroactively, in the sole discretion of the Committee without your prior
consent or notice.
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*Throughout this Guide, "retirement" means the date your employment terminates
following your attainment of age 55 and 10 actual or deemed years of service
with American Express Company or its affiliates, or such other meaning as
determined by the Committee in its sole discretion. Also note that due to
recent tax legislation (AJCA), the Company may not make deferred compensation
payments upon a separation from service prior to the first day of the seventh
calendar month beginning after the date of separation.
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ROE Formula Rate Schedule For The
2005 Pay-For-Performance Deferral Program
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----------------------------------------- ---------------------------------------------------
then the ROE Formula
If ROE (a) is: Rate (b) applied to the deferral
Bookkeeping Account is:
----------------------------------------- ---------------------------------------------------
0% (and below) ROE reduced by 1 percentage point
1 0%
2 0
3 0
4 0
5 4
6 4
7 4
8 4
9 4
10 5
11 5
12 5
13 6
14 7
15 7
16 8
17 8
18 9
19 9
20 9
21 10
22 11
23 12
24 13
25 (and above) 14 (maximum)
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-A- -B-
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ROE means American Express Company's consolidated As shown above, the deferred balance may
annual Return on Equity as reported by the decrease in value if ROE is zero or negative
Company, subject to adjustment for significant in any year. The ROE Formula Rate applied to
accounting changes as determined by the Committee your deferred balance may be changed,
in its sole discretion. If te Company ROE is not prospectively or retroactively, in the sole
represented on the above Schedule, then the ROE discretion of the Committee without your prior
Formula Rate will be determined using consent or notice.
straight-line interpolation between the
applicable amounts shown.
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PAYOUT PROVISIONS
You may request that the payment of the amount credited to your Deferral
Bookkeeping Account begin:
- on the first day of a specific month and year, at least five years from
date of deferral (i.e., February 1, 2011 for base salary and Annual
Incentive Award deferrals, and February 1, 2013 for PG-XVI deferrals) or
later; or
- on the first day of the seventh calendar month beginning after the date
of retirement, or
- on the first day of a specific month and year after retirement (but no
later than 10 years after retirement and not prior to the first day of the
seventh calendar month beginning after the date of retirement).
Payments may be made in a lump sum or in 2 to 15 approximately equal annual
installments.
If you choose a lump sum payment, interest equivalents for the year in which
payment occurs will be credited or debited through the elected payment date or
event using the ROE Formula Rate for the prior year. If you choose annual
installments, the balance remaining after each installment payment will
continue to be credited or debited with interest equivalents based on the ROE
Formula Rate in effect under the Program for that year, or as otherwise
determined by the Committee. (In the latter case, references in this Guide to
"ROE Formula Rate" and related value calculations would refer to such other
rate or calculation as determined by the Committee.)
Generally, each annual installment payment is calculated using an "annuity
due" formula, which assumes, for calculation purposes, that the applicable ROE
Formula Rate remains constant for the remainder of the elected payment
schedule. Because the actual ROE and the ROE Formula Rate could fluctuate,
your actual payments could vary from year to year. The first installment
payment will be made on the first day of the first month following the elected
payment date or event, or as administratively feasible thereafter, and the
interest equivalents for that year will be credited or debited through the
elected payment date or event using the ROE Formula Rate for the prior year.
Thus, the crediting rate applied for an election or event (as defined)
effective December 1 will reflect the Rate of the year beginning 23 months
earlier, and the crediting rate applied for an election of January 1 will
reflect the rate of the year beginning 12 months earlier.
The remaining installment payments will be made on or about March 31st of each
year thereafter with each payment credited or debited using the ROE formula
rate for the prior year. Regardless of the payout method you choose, payment
of your deferral Bookkeeping Account may be accelerated upon a "Change in
Control" of American Express Company. Generally, subject to governing
documents, a "Change in Control" includes the acquisition of beneficial
ownership by certain persons of 25% or more of the Company's common shares or
all outstanding voting securities of the Company, the current Board members of
the Company cease to constitute a majority thereof or certain reorganizations,
mergers, consolidations, liquidations or sales of all or substantially all of
the Company's assets. The timing of the payout, and the definition of a
"Change in Control" are governed by the provisions of the applicable annual
and long-term incentive plans and Committee actions. Refer to these documents
for additional information.
If your employment by American Express Company and its affiliates terminates
at any time by reason of retirement as defined above, or by reason of
disability as defined under the American Jobs Creation Act of 2004, the amount
credited to your Deferral Bookkeeping Account will be paid out as soon as
practicable following the time and in the manner you have elected in
accordance with the Deferral Request Forms in the Appendix (but not later than
10 years following retirement and no earlier than the first day of the seventh
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calendar month beginning after the date of retirement), with interest
equivalents credited or debited as described above.
If you die before installment payments begin or are completed, your designated
beneficiary (see Beneficiary Designation Form in the Appendix) or the legal
representatives of your estate (if you do not designate a beneficiary or if
your designated beneficiary does not survive you) will receive a lump sum as
soon as practicable after your death, of the amount credited to your Deferral
Bookkeeping Account, with interest equivalents credited or debited, using the
ROE Formula Rate for the prior year.
If your employment by American Express Company and its affiliates terminates
for any reason other than disability or death, your Deferral Bookkeeping
Account will be paid out in a lump sum as soon as practicable after
termination of employment (but no earlier than the first day of the seventh
calendar month beginning after the date termination) with interest equivalents
credited or debited for the entire period of deferral as described below:
- for terminations prior to the end of the minimum 5-year deferral period
the lesser of: (i) the initial deferred amount credited or debited
annually at the ROE Formula Rate, or (ii) the initial deferred amount
credited annually with the rate of return on the applicable 5-year U.S.
Treasury Note, with credits or debits through your termination date (for
information on the deferral period, please refer to Page 6 of this
Guide); or
- for terminations on or after the minimum 5-year deferral period:
credited or debited annually using the ROE Formula Rate, with credits or
debits through your termination date.
Notwithstanding anything herein to the contrary, if at the time that payment
would otherwise be made to you under the Program, (i) you are an executive
officer (within the meaning of Rule 3b-7 (or any successor rule) under the
Securities Exchange Act of 1934 as amended from time to time) of the Company
(an "Executive Officer"), or (ii) payment would be subject to the limitations
of Section 162(m) of the Internal Revenue Code of 1986, as amended (or any
successor provision) such that your employer would lose some or all of the
federal income tax deduction for such payment, then such payment to you shall
be further deferred (unless otherwise determined by the Committee in its sole
discretion) until the first taxable year in which (x) you are no longer an
Executive Officer and (y) you are no longer subject to such limitations in
clause (ii) above, with appropriate income equivalents being credited or
debited to your Deferral Bookkeeping Account under the Program during the
additional period of deferral.
U.S. Federal/State/Local Income Tax (You are strongly urged to consult with
your own personal financial, legal and tax advisors on these and any other tax
consequences.)
Recent Federal Legislation: Congress recently passed the American Jobs
Creation Act of 2004 (the "AJCA"), which is generally effective for 2005 and
makes significant changes to area of nonqualified deferred compensation. The
AJCA principally affects standards for deferral elections and distributions.
Failure to satisfy the requirements of AJCA will result in the imposition of
taxes, back interest, and an additional 20% penalty. In addition, the Company
is now required to annually report deferred amounts on a participant's W-2 or
1099 for the year deferred, even if not currently includable in income for
federal tax purposes.
In order to comply with the new rules, the Committee may, in its sole
discretion in any manner and at any time without your prior consent or notice,
decide to administer, operate, or amend the Program in conformity with the
AJCA in an effort to maintain the effectiveness of deferral elections. See the
section "Modification or Termination of Deferral" on Page 3.
Recent State Law Decisions: Recent court decisions in certain states have held
that deferrals were constructively received in the year compensation was
otherwise receivable and therefore subject to current taxation. Therefore, it
is possible that your Initial Deferred Amount, together with interest
equivalents credited thereon, may be subject to state income taxation prior to
year of receipt even if the deferral is effective for federal taxation
purposes. You are strongly urged to consult with your own personal tax advisor
-8-
regarding possible state tax obligations with respect to your Initial Deferred
Amount under the Program.
If under the AJCA, applicable state tax law decisions or future legislative or
administrative guidance your deferral elections are deemed to be ineffective
or if the U.S. Internal Revenue Service ("IRS") otherwise does not give effect
to your deferral election, either when made, or at a later date, this may
result in the Initial Deferred Amount being included in your income in the
year it is otherwise payable, and the inclusion of interest equivalents in
your income in the year such interest equivalents are credited. These income
amounts would be subject to current tax and tax withholding and you would also
have to pay interest on any underpayment of tax together with an additional 20%
penalty on compensation which is required to be included in income.
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U.S. SOCIAL SECURITY TAX
For U.S. Social Security (FICA) tax purposes, the Initial Deferred Amount will
be subject to FICA tax in the year that your 2005 Annual Incentive Award, 2005
base salary and/or PG Awards would otherwise be payable as if the deferral had
not taken place. Thus, you will be subject to FICA tax on the initial deferral
amounts. As background, FICA tax consists of two components: (i) old-age,
survivors and disability insurance tax assessed at 6.2% on compensation up to
$90,000 for 2005, and (ii) Medicare tax assessed at a rate of 1.45% on all
applicable compensation. You should leave enough "net pay" in one or more of:
your 2005 Annual Incentive Award, 2005 base salary and/or PG Award, to cover
the total FICA tax amounts which will be taken at the time of deferral as well
as all other pre- and post-tax deductions.
In addition, premium interest earned on deferred compensation balances will be
subject to FICA tax when vested. "Premium" interest consists of the excess of
a program's annual interest rate over a benchmark rate. The highest rate
approved by the IRS at this time is the Moody's Average Corporate Bond Yield,
which the Company will use to calculate premium interest subject to FICA.
Therefore, for example, if the crediting rate for 2005 were 15% and the
Moody's rate for that year were 7%, the 8% premium interest credited would be
subject to FICA when vested.
Under the 2005 Program, interest equivalents vest when the 5-year
employment/deferral period is completed for each deferral amount you elect or
when you become "retirement" eligible (worldwide definition under the Program
of at least 55 years of age with at least 10 years of service). As each 5-year
employment/deferral period following a deferral election is completed, the
credited interest equivalents applicable to that election vest and the premium
portion then becomes subject to FICA, to be withheld in February of the
vesting year (e.g., premium interest equivalents credited under the 2005
Program for an AIA deferral will become subject to FICA tax withholding in
2/11). However, in the year you become retirement eligible, all unvested
interest equivalents for all deferral elections vest, and the premium portion
then becomes subject to FICA tax, to be withheld in February of the following
year (e.g., if an employee becomes retirement eligible in 2006, the premium
interest equivalents credited under the 2005 Program will become subject to
FICA tax withholding in 2/07).
The two foregoing sections are not intended and should not be construed as tax
advice. You are strongly urged to review all aspects of a possible deferral
with your own tax advisor, including all U.S. federal, state or local and
foreign tax consequences, in light of your individual circumstances. If you
are working outside the U.S. and/or are subject to foreign tax laws, it is
particularly important that you review a possible deferral with your tax
advisor.
IRREVOCABILITY OF DEFERRAL REQUESTS:
HARDSHIP WITHDRAWALS
A request for deferred payment of your 2005 Annual Incentive Award, 2005 base
salary and/or PG Award is irrevocable. You may not ask for different terms. An
exception to this rule is possible subject to the provisions of the Guide and
applicable Deferral Document, only if the occurrence of an unforeseeable
emergency, as defined under the American Jobs Creation Act of 2004 (AJCA), is
demonstrated to, and approved by, the Committee. Any withdrawal can never be
returned to your Deferral Bookkeeping Account and will be subject to U.S.
income tax and other taxes in the year it is received by you, as described in
more detail above. Under these standards, hardship withdrawals will only be
allowed under rare and unusual circumstances and should not be relied upon for
financial planning purposes.
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SOME CAVEATS
Since the request to defer payment of your 2005 Annual Incentive Award, 2005
base salary and/or PG-XVI Award, once approved, is irrevocable, the decision
to do so requires careful personal financial planning. Please carefully review
your planned deferral with your personal financial, legal and tax planning
advisors prior to making such a request. Among the considerations may be: the
impact on your participation in U.S. benefit plans (see pages 12 to 14); your
cashflow needs; and planning for stock option exercises or stock purchases
(e.g., to achieve your stock ownership guideline level, if you have been
notified of participation in that program).
The Deferral Program is unfunded and all payments are made out of the general
assets of your employer. Your employer is not required to establish any
special or separate fund or to make any other segregation of assets to assure
the payment of any amount under the Program. Payments under the Program are
neither subordinate nor superior to the claims of the employer's general
creditors. Amounts deferred under the Program may be used for any corporate
purpose by your employer; you and anyone claiming under or through you will,
of course, have no interest in any such corporate assets or in any proceeds
therefrom.
As a condition to your eligibility to defer your 2005 Annual Incentive Award,
2005 base salary and/or PG-XVI Award, it is understood and agreed that you
will provide complete and valid information (including, but not limited to,
your U.S. Social Security number), signatures and consents on all documents,
and you will take such other actions that the employer determines may be
necessary or desirable.
It is understood that a deferral election does not constitute a contract or an
agreement, express or implied, of your continued employment by the Company or
its affiliates for any period of time.
All deferrals are subject to the provisions of this Guide, the applicable
Incentive Plan document, the applicable Deferral Plan document, the 1998 Plan
document, and the PG-XVI Award agreement. You should carefully review the
applicable plan documents before making your deferral decision. Your
applicable Incentive Plan document, Deferral Plan document and the 1998 Plan
document are available upon request.
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You should also consider, in consultation with your advisors, the impact of
the recent U.S. federal tax legislation (AJCA), recent state tax decisions
affecting deferred compensation and the possibility of future legislative or
interpretive changes in the tax law, which might affect the taxation of
deferred amounts and/or the interest equivalents credited or debited thereon.
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ADDITIONAL DETAILS ON INITIAL DEFERRED AMOUNT
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2005 ANNUAL INCENTIVE AWARD 2005 BASE SALARY PG-XVI AWARD
If your actual 2005 Annual The Initial Deferred Amount will be If your actual PG-XVI Award value
Incentive Award otherwise payable deducted in equal installments from available for deferral is less
on or about February 2006 is less your 2005 paychecks, starting where than your elected Initial Deferred
than your elected Initial Deferred administratively possible with the Amount, your entire PG-XVI Award
Amount, your entire 2005 Award first paycheck after January 24, would be deferred, and your
would be deferred, and your Initial 2005. Interest equivalents on your Initial Deferred Amount for the
Deferred Amount for the purposes of base salary deferral will be purposes of the 2005 Deferral
the 2005 Deferral Program would be credited or debited annually based Program would be reduced
reduced accordingly. on the amount of time deferred. accordingly.
(Note: if part of your 2005 Award When you are deciding how much base
is paid on an accelerated basis in salary, if any, to elect to defer,
late 2005, the Company will you should take into account these
determine the amount of the Initial factors:
Deferred Amount to be taken from
the late 2005 and the February 2006 BEFORE-TAX DEDUCTIONS
amounts. However, interest After deducting from your biweekly
equivalents on all deferred amounts base salary the biweekly deferral
will be credited/debited beginning amount (i.e., Initial Deferred
on the February 2006 payment date. Amount divided by the number of
It is possible that in these and paychecks remaining after January
other circumstances, less than all 24, 2005), the remaining base
of your elected Initial Deferred salary amount must at least cover
Amount will actually be deferred, your before-tax deductions for all
and your elected Initial Deferred employee benefit plans, such as the
Amount for the purposes of the 2005 Medical, Dental, Dependent Care and
Deferral Program would be reduced Health Care Reimbursement Plans
accordingly.) participation. If your "net pay"
is insufficient to cover before-tax
deductions, the Company retains the
right to reduce your deferral
election(s) in its sole discretion.
AFTER-TAX DEDUCTIONS
You must leave enough "net pay"
(i.e., after all before-tax benefit
deductions, deferrals and taxes) in
each paycheck to cover your after-tax
deductions (e.g., FICA/Medicare tax on
deferrals and other items such as tax on
dividends, life insurance, long term
disability, other benefits, United
Way, etc.). If your "net pay" is
insufficient to cover after-tax
deductions, the Company retains the
right to reduce your deferral
election(s) in its sole discretion.
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IMPACT OF TRANSFER ON INITIAL DEFERRED AMOUNT
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2005 ANNUAL INCENTIVE AWARD 2005 BASE SALARY PG-XVI AWARD
If you transfer from your current If you transfer from your If you transfer from your current
employer to another American current employer to another employer to another American
Express Company affiliate or American Express Company Express Company affiliate or
American Express Company, as the affiliate or American Express American Express Company, as the
case may be, your request for Company, as the case may be, case may be, your request for
deferred payment of any 2005 Annual the deferral of your 2005 base deferred payment of your PG-XVI
Incentive Award would first be met salary will continue with your Award will continue with your new
from any 2005 Award granted to you, new employer to the extent employer to the extent
and any remaining amount to be administratively feasible as administratively feasible as
deferred to satisfy your deferral determined by the Company, determined by the Company, subject
request would normally be taken subject to the provisions of to the provisions of this Guide.
from any incentive award granted to this Guide.
you by your new employer to the
extent administratively feasible as
determined by the Company, subject
to the provisions of this Guide.
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Effect of Deferred Amounts
on Pension Calculations
[Enlarge/Download Table]
2005 ANNUAL INCENTIVE AWARD 2005 BASE SALARY PG-XVI AWARD
Under current U.S. IRS rules, Under current U.S. IRS rules, Not applicable, any payout under
deferred amounts cannot be included deferred amounts cannot be the PG-XVI Award is not included
for purposes of computing benefits included for purposes of for purposes of computing benefits
under a qualified, defined benefit computing benefits under a under any pension plan.
pension plan (e.g., the American qualified, defined benefit
Express Retirement Plan). However, pension plan (e.g., the
if you are eligible under the American Express Retirement
American Express Supplemental Plan). However, if you are
Retirement Plan, which is an eligible under the American
unfunded, non-qualified plan, the Express Supplemental Retirement
Initial Deferred Amount from a 2005 Plan, which is an unfunded,
Award may be treated as pensionable non-qualified plan, the base
compensation under that plan for salary deferral portion of the
the year in which it would Initial Deferred Amount may be
otherwise have been paid. treated as pensionable
compensation under that plan
for the year in which it would
otherwise have been paid.
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IMPACT OF DEFERRAL ON U.S. SECTION 401(K) PLANS
AND OTHER BENEFIT PLANS
[Download Table]
2005 ANNUAL INCENTIVE AWARD 2005 BASE SALARY PG-XVI AWARD
Not applicable If you currently contribute to a Not applicable
U.S. qualified Section 401(k)
defined contribution plan (e.g., the
American Express Incentive Savings
Plan), your designated "percent of
base salary" for that purpose will
be applied to your biweekly base
salary after it has been reduced by
the Initial Deferred Amount (on a
biweekly basis) that you elected to
defer under this base salary part of
the 2005 Deferral Program. Thus, the
total amount you can contribute to
the U.S. Section 401(k) plan and
your employer's contribution, if
any, could both be reduced if you
choose to defer base salary under
the 2005 Deferral Program. In
addition, your share of the
employer's U.S. ISP Profit Sharing
and Stock Contribution will be based
on the base salary after reduction
for deferrals. However, if you are
eligible under the U.S. American
Express Supplemental Retirement
Plan, which is an unfunded,
non-qualified plan, the base salary
deferral portion of the Initial
Deferred Amount may be treated as
eligible compensation for purposes
of certain Company allocations
(e.g., with respect to certain
employer contributions that cannot
be made under the qualified American
Express Incentive Savings Plan) in
the year the base salary would
otherwise have been paid. Also, the
Initial Deferred Amount and any
interest equivalents from this 2005
Deferral Program that are paid to
you in the future cannot be used as
a basis for contributions to the
Section 401(k) plan in the year of
receipt.
Any applicable benefits under U.S. life
insurance and long-term disability
programs are based on annual base
salary, and therefore, should not be
affected by an election to defer under
this base salary part of the 2005
Deferral Program.
-14-
APPENDIX
-------------------------------------------------------------------------------
- Worksheet for 2005 Pay-for-Performance Deferral Program (required for any
deferral request)
- Election Form for 2005 Annual Incentive Award (otherwise payable
on or about February 2006)
- Election Form for 2005 Base Salary (otherwise payable in 2005)
- Election Form for PG-XVI Award Granted
(otherwise payable on or about February 2008)
- Comprehensive Designation of Beneficiary Form (optional for any deferral
request)
-------------------------------------------------------------------------------
-15-
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-16-
Worksheet for
2005Pay-for-Performance
Deferral Program
COMPLETION AND RETURN OF THIS FORM IS
REQUIRED FOR YOUR DEFERRAL ELECTION.
1. Print Full Name:
2. Annual Base Salary (as of 12/31/04 or a later start $ date for a new
hire):
3. Deferral Amounts Elected From:
(a) 2005 Annual Incentive Award (otherwise payable on or about February
2006): $
(b) 2005 Base Salary (otherwise payable in 2005)*: $
(c) Portfolio Grant-XVI Award Value (otherwise payable on or about
February 2008): $
Total (a,b,c) (minimum $5,000 from each source (a,b,c) $ you select to a
maximum of 100% of base salary shown on line 2 from all three sources
combined): $
Signature: Date:
*If you elect to defer your base salary, please keep in mind your base salary
after deducting for your deferral amount must at least cover your before-tax
contributions for all employee plans. In addition, please refer to Pages 12
and 13 of this Guide to ensure you understand the impact of deferrals on your
401(k) contributions and other benefit plans.
Any terms and features of, and rights and benefits under, the 2005
Pay-for-Performance Deferral Program Guide and your deferral election may be
interpreted, modified or terminated by the Committee in its sole discretion in
any manner and at any time without your prior consent or notice (including,
but not limited to, deferring the payment date and alignment with legislative
and regulatory developments) provided that such interpretation, modification
or termination shall not cause deferred amounts to fail to meet the
requirement for favorable tax treatment pursuant to the AJCA, applicable
regulations thereunder, and other IRS guidance. The ROE Formula Rate applied
to my deferred balance may be changed, prospectively or retroactively, in the
sole discretion of the Committee without my prior consent or notice.
-17-
This page left intentionally blank.
-18-
DEFERRED PAYMENT REQUEST FORM
FOR ANY AWARD FOR 2005 PERFORMANCE UNDER
THE AMERICAN EXPRESS COMPANY ANNUAL
INCENTIVE AWARD PLAN
(TO THE EXTENT APPLICABLE TO YOU, INCLUDING
ANY SUCCESSOR PLAN, THE "INCENTIVE PLAN")
(AS PART OF THE 2005 PAY-FOR-PERFORMANCE DEFERRAL PROGRAM)
If you are requesting deferred payment, please fill in the appropriate
information, and sign, date and return this form promptly as indicated below.
To: The Compensation and Benefits Committee of the Board of
Directors of
American Express Company
Subject to the provisions of the applicable Incentive Plan or any successor
plan, and the 2005 Deferral Program Guide, I hereby request that any award
for services rendered for performance year 2005 be paid to me as
indicated on this form.
-------------------------------------------------------------------------------
Print Full Name:
Initial Deferred Amount:
I hereby elect to defer the payment of a total of: $______________ of my 2005
Award otherwise payable on or about February 2006 under the Incentive Plan. If
my actual 2005 Award is less than my elected deferral amount, the 2005 Award
portion of my Initial Deferred Amount would then be equal to my actual 2005
Award amount. (Minimum deferral under the 2005 Pay-for-Performance Deferral
Program is $5,000, taken separately from any one source; maximum deferral from
all sources combined (annual incentive award, base salary, and/or Portfolio
Grant-XVI Award) is equal to 100% of your annual base salary.) Please also
complete and return the worksheet on page 16.
Period of Deferral:
Please begin deferred payment(s) on: (check and fill in only one choice)
[ ] First day of a specific month and year (i.e., February 1, 2011 or later):
__________________; or (month, year)
[ ] First day of the seventh calendar month beginning after the retirement
date (i.e., the date my employment terminates following my attainment of
age 55 and 10 actual or deemed years of service with American Express
Company or its affiliates or such other date, all as determined by the
Committee in its sole discretion): or
[ ] First day of a specific month and year after retirement:
____________________ years after retirement (not to exceed 10 years after
retirement but no earlier than the first day of the seventh month
beginning after the retirement date).
-19-
Payment Schedule:
The deferred payment(s) should be paid as follows (subject to earlier or later
payment provisions under the program):
Check and fill in only one choice.
[ ] Lump sum on or about the applicable date indicated on page 18; or
[ ] Paid in the following number of annual installments (not to exceed 15):
_______________, beginning on or about the applicable date indicated on
page 18 (subsequent installment payments will generally be made on or
about March 31st of each year thereafter).
I have read my applicable Incentive Plan document and the 2005 Deferral
Program Guide, and understand and agree that:
-- This request is irrevocable.).
-- Any terms and features of, and rights and benefits under, the 2005
Pay-for-Performance Deferral Program Guide and my deferral election may be
interpreted, modified or terminated by the Compensation and Benefits Committee
of the Board of Directors of American Express Company (the "Committee"), in
its sole discretion in any manner and at any time without my prior consent or
notice (including, but not limited to, deferring the payment date and
alignment with legislative and regulatory developments) provided that such
interpretation, modification or termination shall not cause deferred amounts
to fail to meet the requirement for favorable tax treatment pursuant to the
AJCA, applicable regulations thereunder, and other IRS guidance. The ROE
Formula Rate applied to my deferred balance may be changed, prospectively or
retroactively, in the sole discretion of the Committee without my prior
consent or notice.
-- Deferred amounts are subject to the conditions and provisions of my
applicable Incentive Plan document or any successor plan, and to the 2005
Deferral Guide.
Print Full Name:
Social Security Number:
Business Unit, Location, Telephone:
Signature: Date:
This form must be received on or before Friday, December 31, 2004 by [Esther
Blankenship], 200 Vesey St. New York, NY 10285 Mail Drop: 01-35-08, USA. Forms
received after December 31, 2004 cannot be considered.
Note: Fax will be accepted, however, original must be sent immediately
following.
Fax number: (212) 640-0345
-20-
American Express Company
SALARY DEFERRAL PLAN DEFERRED PAYMENT
REQUEST FORM FOR 2005 BASE SALARY
(AS PART OF THE 2005 PAY-FOR-PERFORMANCE DEFERRAL PROGRAM)
If you are requesting deferred payment, please fill in the appropriate
information, and sign, date and return this form promptly as indicated below.
To: The Compensation and Benefits Committee of the Board of
Directors of
American Express Company
Subject to all applicable provisions of the Salary Deferral Plan and the
2005 Deferral Program Guide, I hereby request that my 2005 base
salary be paid to me on a deferred basis as indicated on this form.
-------------------------------------------------------------------------------
Print Full Name:
Initial Deferred Amount:
I hereby elect to defer the payment of a total of: $______________ of my 2005
base salary (otherwise payable in 2005), after deduction of any applicable
before-tax benefit deductions, in equal installments from my 2005 paychecks,
starting with the paycheck for services beginning on or about January 24, 2005
(e.g., February 4, 2005 paycheck). (Minimum deferral under the 2005
Pay-for-Performance Deferral Program is $5,000, taken separately from any one
source; maximum deferral from all sources combined (annual incentive award,
base salary, and/or Portfolio Grant-XVI Award) is equal to 100% of your annual
base salary). Please also complete and return the worksheet on page 16.
Period of Deferral:
Please begin deferred payment(s) on: (check and fill in only one choice)
[ ] First day of a specific month and year (i.e., February 1, 2011 or later):
__________________; or (month, year)
[ ] First day of the seventh calendar month beginning after the retirement
date (i.e., the date my employment terminates following my attainment of
age 55 and 10 actual or deemed years of service with American Express
Company or its affiliates or such other date, all as determined by the
Committee in its sole discretion): or
[ ] First day of a specific month and year after retirement:
____________________ years after retirement (not to exceed 10 years after
retirement but no earlier than the first day of the seventh calendar
month beginning after the retirement date).
-21-
Payment Schedule:
The deferred payment(s) should be paid as follows (subject to earlier or later
payment provisions under the program):
Check and fill in only one choice.
[ ] Lump sum on or about the applicable date indicated on page 20; or
[ ] Paid in the following number of annual installments (not to exceed 15):
_______________, beginning on or about the applicable date indicated on
page 20 (subsequent installment payments will generally be made on or
about March 31st of each year thereafter).
I have read the Salary Deferral Plan and the 2005 Deferral Program Guide, and
understand and agree that:
-- This request is irrevocable.
-- The terms and features of the 2005 Pay-for-Performance Deferral Program
Guide and this deferral election may be interpreted, modified or
terminated by the Compensation and Benefits Committee of the Board of
Directors of American Express Company (the "Committee") at its sole
discretion in any manner and at any time without prior consent by or
notice to me, except as otherwise provided in the 2005 Deferral Program
Guide.
-- Deferred amounts are subject to the provisions of the Salary Deferral
Plan and the 2005 Deferral Guide.
Print Full Name:
Social Security Number:
Business Unit, Location, Telephone:
Signature: Date:
This form must be received on or before Friday, December 31, 2004 by Esther
Blankenship, 200 Vesey St. New York, NY 10285, Mail Drop: 01-35-08, USA. Forms
received after December 31, 2004 cannot be considered.
Note: Fax will be accepted, however, original must be sent immediately
following.
Fax number: (212) 640-0345
Any terms and features of, and rights and benefits under, the 2005
Pay-for-Performance Deferral Program Guide and your deferral election may be
interpreted, modified or terminated by the Compensation and Benefits Committee
of the Board of Directors of American Express Company (the "Committee"), in
its sole discretion in any manner and at any time without your prior consent
or notice (including, but not limited to, deferring the payment date and
alignment with legislative and regulatory developments) provided that such
interpretation, modification or termination shall not cause deferred amounts
to fail to meet the requirement for favorable tax treatment pursuant to the
AJCA, applicable regulations thereunder, and other IRS guidance. The ROE
Formula Rate applied to my deferred balance may be changed, prospectively or
retroactively, in the sole discretion of the Committee without my prior
consent or notice.
-22-
American Express Company
PORTFOLIO GRANT AWARD
DEFERRED PAYMENT REQUEST FORM
FOR "PG-XVI AWARD"
(AS PART OF THE 2005 PAY-FOR-PERFORMANCE DEFERRAL PROGRAM)
If you are requesting deferred payment, please fill in the appropriate
information, and sign, date and return this form promptly as indicated below.
To: The Compensation and Benefits Committee of the Board of
Directors of
American Express Company
Subject to all applicable provisions of the American Express 1998 Incentive
Compensation Plan (the "1998 Plan") and the 2005 Deferral Program Guide, I
hereby request that the performance/portfolio grant ("PG") Award issued
under the 1998 Incentive Compensation Plan on or about 2005 which will be
valued based on 2005-2007 performance
(known as the "PG-XVI Award") be paid to me as indicated on this form.
-------------------------------------------------------------------------------
Print Full Name:
Initial Deferred Amount:
I hereby elect to defer the payment of a total of: $______________ of my
PG-XVI Award (otherwise payable on or about February 2008). If my actual
PG-XVI Award value is less than my elected deferral amount, the PG-XVI Award
portion of my Initial Deferred Amount would then be equal to my actual PG-XVI
Award amount. (Minimum deferral under the 2005 Pay-for-Performance Deferral
Program is $5,000 taken separately from any one source, maximum deferral from
all sources combined (annual incentive award, base salary, and/or Portfolio
Grant-XVI Award) is equal to 100% of your annual base salary). Please also
complete and return the worksheet on page 16.
Period of Deferral:
Please begin deferred payment(s) on: Check and fill in only one choice.
[ ] First day of a specific month and year (i.e., February 1, 2013 or later):
; or (month, year)
[ ] First day of the seventh calendar month beginning after the retirement
date (i.e., the date my employment terminates following my attainment of
age 55 and 10 actual or deemed years of service with American Express
Company or its affiliates or such other date, all as determined by the
Committee in its sole discretion): or
[ ] First day of a specific month and year after retirement:
____________________ years after retirement (not to exceed 10 years after
retirement but no earlier than the first day of the seventh calendar
month beginning after the retirement date).
-23-
Payment Schedule:
The deferred payment(s) should be paid as follows (subject to earlier or later
payment provisions under the program):
Check and fill in only one choice.
[ ] Lump sum on or about the applicable date indicated on page 22; or
[ ] Paid in the following number of annual installments (not to exceed 15):
_______________, beginning on or about the applicable date indicated on
page 22 (subsequent installment payments will generally be made on or
about March 31st of each year thereafter).
I have read the 1998 Plan, the PG-XVI Award letter and the 2005 Deferral
Program Guide, and understand and agree that:
-- This request is irrevocable.
-- The terms and features of the 2005 Pay-for-Performance Deferral Program
Guide and this deferral election may be interpreted, modified or
terminated by the Compensation and Benefits Committee of the Board of
Directors of American Express Company (the "Committee") at its sole
discretion in any manner and at any time without prior consent by or
notice to me, except as otherwise provided in the 2005 Deferral Program
Guide.
-- Deferred amounts are subject to the conditions and provisions of the
1998 Plan, the PG-XVI Award agreement and the 2005 Deferral Guide.
Print Full Name:
Social Security Number:
Business Unit, Location, Telephone:
Signature: Date:
This form must be received on or before Wednesday, December 31, 2003 by Esther
Blankenship, 200 Vesey St. New York, NY 10285, Mail Drop: 01-35-08, USA. Forms
received after December 31, 2003 cannot be considered.
Note: Fax will be accepted, however, original must be sent immediately
following.
Fax number:(212) 640-0345
Any terms and features of, and rights and benefits under, the 2005
Pay-for-Performance Deferral Program Guide and your deferral election may be
interpreted, modified or terminated by the Compensation and Benefits Committee
of the Board of Directors of American Express Company (the "Committee"), in
its sole discretion in any manner and at any time without your prior consent
or notice (including, but not limited to, deferring the payment date and
alignment with legislative and regulatory developments) provided that such
interpretation, modification or termination shall not cause deferred amounts
to fail to meet the requirement for favorable tax treatment pursuant to the
AJCA, applicable regulations thereunder, and other IRS guidance. The ROE
Formula Rate applied to my deferred balance may be changed, prospectively or
retroactively, in the sole discretion of the Committee without my prior
consent or notice.
-24-
American Express Company
COMPREHENSIVE DESIGNATION OF BENEFICIARY
(Note: if you have previously submitted a Comprehensive Designation of
Beneficiary Form, you do not need to submit a new form unless you are making
a change.)
This beneficiary designation revokes all prior designations, if any, made by
me under all deferral programs, including all prior Pay-for-Performance
Deferral Programs, the American Express Company 1985 Career Investment Option
Agreement, and the American Express Company 1990 Deferral Program. It also
applies to deferrals to be made under the 2005 Pay-for-Performance deferral
program guide and any subsequent deferral agreements which I may enter into
with American Express Company or one of its subsidiaries. All of such past,
present and future arrangements or agreements will be referred to collectively
as the "Agreements." In accordance with the terms of the Agreements, which
govern the dispensation of all deferred compensation arrangements which I have
entered into, am entering into, or will enter into, I hereby revoke all prior
beneficiary designations, if any, made by me under the Agreements. I hereby
designate the following as the beneficiary or beneficiaries of all accounts
payable under such Agreements by reason of my death. Subject to the provisions
of the Agreements, the following designation of beneficiary will remain in
effect unless specifically revoked by me in writing. If no beneficiary
survives me, such payments shall be paid to the legal representative of my
estate.
PRIMARY BENEFICIARY
-- If two primary beneficiaries are designated and one primary beneficiary
predeceases me, such payment will be payable to the primary beneficiary
who survives me.
-- If three or more primary beneficiaries are designated and if any
primary beneficiary predeceases me, the primary beneficiaries living at
my death shall share equally in that which would otherwise have been
payable to such deceased primary beneficiaries. If there are no primary
beneficiaries living at my death, please see secondary beneficiary
election below.
[Download Table]
Full Name Relationship Percentage Share
of Beneficiary to Participant Full Address of Payments
-------------- -------------- -------------------- -----------------
SECONDARY BENEFICIARY (TO TAKE IF NO PRIMARY BENEFICIARY SURVIVES ME):
-- If two secondary beneficiaries are designated and one secondary
beneficiary predeceases me, such payment will be payable to the secondary
beneficiary who survives me.
-- If three or more secondary beneficiaries are designated and if any
secondary beneficiary predeceases me, the secondary beneficiaries living
at my death shall share equally in that which would otherwise have been
payable to such deceased secondary beneficiaries.
[Download Table]
Full Name Relationship Percentage Share
of Beneficiary to Participant Full Address of Payments
-------------- -------------- -------------------- -----------------
-25-
COMPREHENSIVE DESIGNATION OF BENEFICIARY (CONTINUED)
[Enlarge/Download Table]
-------------------------------------------- ---------------------------------------------
Participant's Signature Date Spouse's Signature (if needed)* Date
-------------------------------------------- ---------------------------------------------
Print Full Name of Participant Print Full Name of Spouse
-------------------------------------------- ---------------------------------------------
Signature of Witness Date Signature of Witness Date
-------------------------------------------- ---------------------------------------------
Print Full Name of Witness Print Full Name of Witness
*Spouse's signature is required if the award holder resides in a community
property state (including, but not limited to, Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas or Washington).
The above Beneficiary Designation is hereby acknowledged and placed on file
this __________ day of _______________, 20____.
Plan Administrator
By: _______________________________________________________
Please return the original, executed form to: Esther Blankenship, 200 Vesey St.
New York, NY 10285, Mail Drop: 01-35-08, USA.
Note: Signing this Beneficiary Designation will cause all prior designations,
if any, made by me to no longer be in effect.
-26-
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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